Mergers Acquisitions and Exits Special Interest Group Meeting

Mergers Acquisitions and Exits Special Interest Group Meeting

Some brief personal pointers on the challenges posed. For consideration by attendees and indeed any other operational business leader. Carefully anonymised and solely my opinions, please use your own judgement!

Question: How to ensure accounting info for acquired company is calculated in the same way as we do?

Insight: Different companies construct their accounts differently making different assumptions and classifying income and expenditure differently.  So your gross margin calculation may not be the same as theirs. In services businesses deferred income can be particularly problematic.

If I was in your shoes: I’d ask them to provide their accounts as a ‘trial balance’ that we can convert to accounts in our way and get a strong financial person to ensure you are comparing apples and apples.

Question: How to control the cost of due diligence?

Insight: Acquisition of assets and not the company as a whole reduces risk. Getting to know each other’s business through a partnership prior to acquisition can help build understanding and trust.  Some due diligence by someone who knows what to look for is important to uncover unknown unknown type liabilities and risks.

If I was in your shoes: I would limit cost by doing a risk assessment first to identify the items that are most important to the value of the acquisition or most likely to be a hidden liability.  I would also be thorough in asking for disclosures and warranties.

Question: How best to integrate a newly acquired company?

Insight: Critical to be clear on strategy and how the acquisition adds value? Simplistically is it a steamroller strategy where the business is simply consolidated into the acquirer. Often appropriate when the acquirer is much bigger and value is simply adding revenues or resource.  Or is it a genuine merger (or close to it) where both sides need to be brought together to utilise the strengths of both.

If I was in your shoes: I’d appoint an operationally orientated people person as integration lead with possibly a team to lead. That team would ideally come from both sides and would endeavour to realise the best practice from both.

Question: When is the right time to sell?

Insight: It depends upon the owner’s objectives, the business strategy, and the corporate market. From the owners’ perspective, what do they want from their ownership.  If they sell, what would they do with the cash (and maybe their time).  Some owner managers have the view that the best thing to do with their cash (and their time) is to invest in their own business! The business strategy may have some natural breakpoints which might indicate a time for change. For example reaching capacity of a building, a plant or a market. Finally the economy, sectors, and even company types seem to go in and out of fashion in a cycle.  A wise vendor endeavours to sell when the price is heading towards the top. (Because few can judge the top and you don’t want to be selling in a declining market)

If I was in your shoes: I’d work first on what my own personal goals are and what I’d do post deal.

If anyone has any questions or wishes to have a no obligation follow up conversation on any topic I always try to be helpful to MD2MD members.

Bob Bradley